9.8P.M.emanl
CONTRAST COVeRsHeeT
(ATTACH ILL CONTRACTS
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Submit 3 contract originals: 1) consultant/contractor; 2) originating department; and 3) City Clerk Kanda Moalso Before delivery to CAO, contract must be reviewed by Contracts Coordinator and Department Director. Place "sign here tabs placed on the correct signature lines, and ensure the City Attorney, City Manager and City Clerk names are spelled correctly, Contract Approval Routing Order Reviewed by Signed Date Contracts Coordinator John Barry 8-10-15
2 Department Director Jory Wolf
8-12-15
3 City Attorney's Office Ect (CAO staff)
8|/30 г
Contractor/Consultant
Trapere Saltuci guest
City Manager's Office C(CMO-staff) 2315
City Clerk's Office (CCO statf)
Section Completed by Department
Date: From: Department:
10 August 2015 Colin Probert ISD Ext: 5810
Contractor/Consultant Name Trapeze ITS
Purpose of contractscope offerines, if more space is needsd, attach separato page.) This is a final change order to the contract in order to document that all the obligations listed within the contract are now complete and that the contract will be moving into the warranty phase. The change order will remove the maintenance requirement for the delivery if the Interactive Voice Response as the Big Blue Bus has decided to not continue with the product. The change order states the termination date of the contract. That date also being the start of warranty.
Final invoicing of remaining payments owed to Trapeze ITS will occur shortly. After completion of payments, all remaining monies encumbered will be released.
Competitive process followed? • YES - Bid or RFP #: • NO - This is Sole Source (include completed Sole Source Form)
Staff member to contact once agreement is signed: Ext:
Colin Probert 5810
Project Manager: Ext:
Colin Probert 5810
Contract Amount: Contract Term: Renewal Option(s):
(include contingency) $5,648,266.06 14 February 2015 None Account(s) to Encumber and Amounts) C410373.589000. Reduction in encumbered amount.
Section Completed by Contracts Coordinator
Authorization: L CMO Only # Council / CMO 7022-238 Contract Number:
(Date approved by Council): 10-22. 2002 8153
Purchasing Requirements Met/Contract Checklist Attached: Supplemental Forms Completed/Attached:
Yes LINo El Yes • No
Insurance Requirements Met Approval Attached: Business License Required:
• Yes • No Rosk ent MYes (# 16476 ) • No
W9: Attached DOn File Correct Contract Template Used: # 7T • Yes
rev 6/26/14
licenes, Egupt and senates
CONTRACT CHECKLIST
The Contracts Coordinator has determined the following requirements must be met for ISn Software Systems
(insert division name) request to procure the following service:
malfter
Change Order #11 to 8153 (CCS) Advanced Fleet Management System Section 1: Soliciting Proposals
Informal Proposals Required
• Professional Services: less than $80,000
Contractual Services: $10,000 to $175,000
Formal Request for Proposal and City Council authorization required • Professional Services: greater than $80,000
© Contractual Services: greater than $175,000
Sole Source - Contact Purchasing Services Manager
Complete Sole Source Request Form
Attach Sole Source Form approved by Department Director/Purchasing Manager/City Manager Other or N/AIl Ku And Festow freet to false at
Campant and Services
Section 2: Supplemental Forms Required 143
• Coversheet Live Form L Living Wage Certification BOaks Initiative Disclosure (new vendor) (if over $54,200, renewed annually) (if over $25k, renewed annually) I Business LiCense E State of Arizona Disclosure [ City Council Staff Report (N/A for Federally Funded PSAs or CSAs) (if applicable) (0-22-2602 Section 3: Contract Type (Templates are available on e-desk except for Custom Agreements) 6-22-207 Professional Services Agreement
Modification to Professional Services Agreement
Contractual Services Agreement
Modification to Contractual Services Agreement
Custom Agreement pal: For
Exercising Options - Renewal Letter.-
other: 11th red Ferto 22 Let spent to the soften.
Section 4: Insurance Requirements
Professional Services Insurance Requirements - Template 1 (requires professional liability insurance) Professional Services Insurance Requirements - Template 2 (omits professional liability insurance) Contractual Services Insurance Requirements Template
Not Applicable - Original requirements met (for modifications and Renewal Letters ONLY) Custom Insurance Requirements
Attach approval from Risk Manager Aisk ew a Hacked
Section 5: Contract Authorization/Execution Process
City Manager approval required
0. Professional Services: less than $80,000 including renewals and contingency • Contractual Services: $10,000 to $175,000
City Manager and City Council approval (staff report required) Professional Services: greater than $80,000
• Contractual Services: greater than $175,000 II th wait fistro Section 6: Special Requirements
If notary is required, contact the City Manager's office for instructions. X8301 Contracts Coordinator Date
Soha 10 August 2015
rev 6/26/14
From: Michael Spenelli
To: Colin Probert; John Barry
Subject: RE: Trapeze ITS - Insurance Certifications
Date: Thursday, February 26, 2015 3:34:03 PM
Colin,
They continue to meet their insurance requirements until their insurance renews on 9/27/2015.
Could you send me a pdf of the agreement, so 1 can have it on file? Thanks,
Michael Spenelli
Risk Management Technician
Risk Management Division
Finance Department
City of Santa Monica
1717 4th St, Suite #270
Santa Monica, CA 90401
Michael [email protected]
310-458-2220 ext. 5898
310-576-1523 fax
From: Colin Probert
Sent: Thursday, February 26, 2015 3:32 PM
To: Michael Spenelli
Subject: Trapeze ITS - Insurance Certifications
I am in the process of doing Change Order #11 to Trapeze ITS contract 8153 (CCS) for the Advanced Fleet Management System. This change order is simply documenting the official end date of the contract and stating that wthe City will now be moving into warranty as of that date. There is no change to the scope of work nor is there any modification of the contract amount.
Can you please let me know if Trapeze's insurance certifications are still valid so that I can process this change order.
Thanks.
ELEVENTH MODIFICATION OF AGREEMENT NUMBER 8153 (CCS)
This Eleventh, Modification of Agreement Number 8153 (CCS) ("Eleventh Modification" is made effective this 8 day of _ 2015, by and between the City of Santa Monica ("City"), a municipal corporation, and Trapeze Software Group, Inc. ("Trapeze"), a Delaware corporation (collectively referred to as "the parties"), and is made with reference to the following:
RECITALS:
A. On or about May 30, 2003, the City and Siemens Transportation Systems, Inc., entered into Agreement Number 8153 (CCS) (Original Agreement) for an Advanced Fleet Management System ("AFMS"), which was subsequently amended by the following:
First Modification dated on or about June 1, 2004 to authorize assignment of the agreement to Siemens VDO Automotive Corporation;
(ii) Second Modification dated on or about June 17, 2004 to increase the amount of compensation;
(iii) Third Modification dated on or about March 21, 2005 to delete certain services and to reduce the contract price;
(iv) Fourth Modification dated on or about March 2, 2006 to delete certain services and to reduce the contract price;
(V) Fifth Modification dated on or about August 11, 2006 to extend the term and amend the deliverables;
(vi) Sixth Modification dated or on about December 8, 2008 to authorize assignment of the agreement to Continental Automotive Systems US, Inc.; Seventh Modification dated on or about June 18, 2009 to extend the term and for revised milestone payments, and;
(vill) Eighth Modification dated on or about October 19, 2010 to authorize assignment of the agreement to Trapeze ITS U.S.A, LLC.;
(ix) Ninth Modification dated on or about December 13, 2011 to extend the term, incorporate credits, assign the agreement, and other changes, (x) Tenth Modification dated on or about February 10, 2014 to delete certain services and to reduce the contract price;
The Original Agreement, First Modification, Second Modification, Third Modification, Fourth Modification, Fifth Modification, Sixth Modification, Seventh Modification, Eighth Modification, Ninth Modification and Tenth Modification may be collectively referred to as "the Agreement." The City and Trapeze now desire to modify the Agreement in order to exchange software licenses and services for the implementation of the WebWatch software product for that of the RT-Mapping software product;
NOW THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
AGREEMENT
A. Software License Exchange. It is agreed by both parties that the implementation of the WebWatch software product that is to take place during the warranty phase of the project shall now be replaced
with the implementation of the RT-Mapping software product. An even exchange of software licenses additional costs shall be incurred by either party.
B. Credit for Deletion of Interactive Voice Response ("IVR") Software Maintenance. The requirement for Trapeze to provide maintenance for the IVR software system shall be deleted from the Agreement.
The parties agree that Trapeze shall credit the City the sum of Twenty Nine Thousand, One Hundred Seventy-One Dollars ($29,171.00) requirement.
C. Total Contract Amount. To reflect the credits to the City, the total contract amount set forth in Agreement shall be adjusted to the sum of $5,648,226.06 inclusive of taxes. Accordingly, Section H of the Tenth Modification shall be deleted and replaced with the following:
Total Per Changes New Total Per
Per
Tenth Eleventh Eleventh
Modification Modificatior Modification
Licences $1,491,963.00 $0.00 1,491,963.00
Hardware $2,775,164.21 $0.00 2,775,164.21
Services $1,170,508.48 $0.00 1,170,508.48
Maintenance $322,991.28 ($29,171.00) 293,820.28
Liquidated Damages ($97,500.00) • $0.00 (97,500.00)
Management Discount ($361,239.65) $0.00 (361,239.65)
Contract $5,301,887.32 5,272,716.32
Sales Tax $375,509.74 375,509.74
$5,754,870.00 5,648,226.06
D. Billing Milestones. Section 5.1.1 of the Agreement shall be deleted and replaced with the following:
Milestone Description Milestone Billing Amount
1 Notice to Proceed 310,710.56
Vehicle - Survey - (By Vehicle Type: Bus, Supvs, PS) 186,426.33 3 Site Surveys Complete 124,284.22
4 Approval of Project Plan 186,426.33
Fingerprint Logon Design Approval 186,426.33
6 Fingerprint Logon Equipment Delivered to ILG for FAT 186,426.33 Dispatch Center Survey Approval 124,284.22
8 Site Design Approval 186,426.33
9 Dispatch Equipment Delivered to ILG for FAT 248,568.45 10 OnStreet Signage Delivered to ILG for FAT 186,426.33 11 Computer Network Design Approval 124,284.22
12 ATP Approval 186,426.33
13 Cutover Plan Approval - Brick Building. 124,284.22
14 Network Equipment Delivered to ILG for FAT 310,710.56 Vehicle - Mechanical Design Approval - (By Vehicle Type:
15 Bus, Supvs, PS) 186,426.33
16 Dispatch Center Equipment Approval 186,426.33
17 FAT Approval 186,426.33
18 Onstreet Signage Installed 186,426.33
18.1 OnStreet Signage Installed-CO#7 -2,143.00
19 Prototype Installation - 12 186,426.33
20 Network Equipment Approval 186,426.33
20.1 Contract Mod 1 Addition 77,398.32
21 GeoCode Routes Complete 186,426.33
22 Final Prototype Design Approval 186,426.33
22.1 Damage to Property Credit Memo - CO #5 -17,225.81
Damage to Property Credit Memo - CO #7 -1,139.65
23 Training and Documentation Complete 248,568.45
24 Vehicle Installation - 10 186,426.33
Contract Mod 7 - Application of Vehicle Removal Credit
24.1 (10%) -53,826.50
CO #7 Reduction of 4 Annunciator Systems -3,779.00
CO #7 Reduction of 4 APC -9,591.00
CO #7 Descope 300 Vehicle Operator Quick Reference
Decals -600.00
CO #7 Delete installation on Vehicle #75 -414.00
24.2 CO #9 Passenger Counter Expenses -41,732.94
24.3 CO#9 Delete Installation on Thomas Vehicles -10,740.00 25 Vehicle Installation - 60 186,426.33
Contract Mod 6 - Application of Vehicle Removal Credit
25.1 (20%) -107,653.00
26 Vehicle Installation - 60 186,426.33
Contract Mod 7- Application of Vehicle Removal Credit
26.1 (20%) -107,653.00
27 Vehicle Installation - 60 186,426.33
27.1 Contract Modification 4 (Vehicle Reduction - 52) -538,264.93 Contract Modification 7 - 27.1 Applied Across Multiple
27.2 Milestones to reflect CO 6. 538,265.00
Contract Mod 7 - Application of Vehicle Removal Credit
27.3 (20%) -107,653.00
28 Vehicle Installation Approval 186,426.33
Contract Mod 7 - Application of Vehicle Removal Credit
28.1 (15%) -80,739.75
29 Vehicle Installation - 32 186,426.33
29.1 Contract Modification 4. Vehicle Additions-3 85,531.00 ontract Mod 7 - Application of Vehicle Removal Credi
29.2 15% of BM 29 Only -80,739.75
Contract Modification 7 - Credit for handset cord length
29.3 modification and de-scope Street Index by Route Report -14,700.00 30 ATP Acceptance 186,426.33
30.1 Liquidated Damages -97,500.00
31 Final System Acceptance 497,137.00
31.1 Contract Mod 3. Antenna Site lease refund -30,000.00
31.2 Contract Mod 3. Antenna site lease credit -71,068.58|
31.3 Contract Mod 3. T1 cost refund -110,139.00
31.4 Contract Mod 4. Radio Frequency Change 45,948.00
31.5 Contract Mod 7. GPRS Modem Upgrade refund -785.00
31.6 Contract Mod 10. Maintenance Credit. - 171,378.25
32.7 Contract Mod 11. IVR Maintenance Credit. -29,171.00 Subtotal 5,272,716.32
Taxes 375,509.74
Total Contract Amount 5,648,226.06
E. Completion Date. The date for the completion of the installation and acceptance of the system shall be August 1, 2015. The parties hereby agree that warranty will commence on August 1, 2015.
F. Except as expressly set forth in this Eleventh Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Eleventh Modification on the day and year first above written.
ATTEST: CITY OF SANTA MONICA
A municipal corporatior
1 ick oh
SARAH PYGORMAN RICK COLE
City Clerk City Manager
APPROVED AS TO FORM: TRAPEZE SOFTWARE GROUP, INC.
Name: BRIAN BOATTE
CityAttorney Title:
UFo.